Complaints and Denouncements

Although in principle the undertakings and associations of undertakings themselves should conduct the exemption assessments concerning whether agreements and concerted practices between undertakings and decisions of associations of undertakings in a certain market for goods and services have a restrictive effect on competition and meet all four conditions listed in Article 5 of the Act no 4054, they may make a notification to the Board on a discretionary basis. 

Agreements and concerted practices between undertakings which have as their object or effect or likely effect the prevention, distortion or restriction of competition directly or indirectly in a particular market for goods or services as well as such decisions and practices of associations of undertakings are illegal and prohibited under Article 4 of the Act no 4054. Meanwhile, Article 5 of the Act empowers the Board to exempt agreements between undertakings, concerted practices and decisions of associations undertakings from the application of Article 4 provisions, provided all of the conditions listed in the former Article are fulfilled.

With Act no 5388, dated 02.07.2005, the obligation to notify agreements, concerted practices and decisions of associations of undertakings within the scope of article 4 of the no 4054 Act to the Board has been removed. Following the removal of the obligation to notify, the principle is for the undertakings and associations of undertakings to conduct the exemption assessment on their own without notifying the Board, but undertakings may, on their discretion, choose to make an application to the Authority in order to receive an exemption decision and/or a certificate of negative clearance, under Articles 5 and 8 of the Act no 4054 respectively.

In order to set up the framework for the scope of Article 4 of the Act as well as for the the application principles of the conditions listed in Article 5, and to provide guidance on the criteria that will be taken under consideration in exemption assessments, the Guidelines on the General Principles of Exemption has been issued.

Since the notification of agreements between undertakings to the Board is not mandatory, before making a discretionary notification, undertakings are expected to take the Guidelines on the General Principles of Exemption into account, as well as the following block exemption communiqués and the relevant guidelines explaining the basis of exemption, depending on the nature/subject matter of the agreement in the exemption assessments to be conducted. It should be noted that agreements and practices which fulfill the criteria specified in the communiqués and guidelines in question will directly benefit from an exemption.

Exemption/Negative Clearance Applications are also received through the e-Government Portal infrastructure.

• Block Exemption Communiqué on Vertical Agreements (Communiqué No: 2002/2)
• Block Exemption Communiqué on Research and Development Agreements (Communiqué No:2016/5)
• Block Exemption Communiqué on Vertical Agreements in the Motor Vehicle Sector (Communiqué No: 2017/3)
• Block Exemption Communiqué on Technology Transfer Agreements (Communiqué No: 2008/2)
• Block Exemption Communiqué in Relation to the Insurance Sector (Communiqué No: 2008/3)
• Block Exemption Communiqué on Specialization Agreements (Communiqué No: 2013/3)
• Guidelines on Horizontal Cooperation Agreements, Adopted on: 30.04.2013 - Decision No: 13-24/326-RM (6)
• Guidelines on Vertical Agreements, Adopted on: 29.03.2018 - Decision No: 18-09/179-RM(1)
• Guidelines on the Application of Technology Transfer Agreements - Adopted on: 13.05.2009 - Decision No: 09-22/486
• Guidelines on Subctracting Agreements - Adopted on: 10.1.2008 - Decision No: 08-04/55-M
• Guidelines Explaining The Block Exemption Communiqué On Vertical Agreements In The Motor Vehicles Sector- Adopted on: 19.1.2017 - Decision No:17-03/35-RM(1)
  
  

Negative clearance/exemption applications are made within the framework of the provisions of the “Guidelines on the Voluntary Notification of Agreements, Concerted Practices and Decisions of Associations of Undertakings,” by filling the NEGATIVE CLEARANCE/EXEMPTION NOTIFICATION FORM attached to the Guidelines. All information requested in the notification form for Negative clearance and exemption applications must be provided fully and accurately. Later changes to this information also need to be notified to the Authority. In case incorrect or misleading information is provided in the applications, the Authority has the power to impose administrative fines.

No charges or other fees are incurred for negative clearance/exemption applications filed with the Competition Authority.” 

Applications related to the authorization of mergers, acquisitions and joint ventures which exceed the thresholds stated in the Communiqué no 2010/4 concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board and which, consequently, require authorization by the Competition Board may be filled jointly or by any one of the parties or their authorized representatives. The party filling the application must notify the other party concerning the situation.

                The application is filed by filling out the notification form in the Communiqué no 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board issued by the Competition Board, and by attaching the necessary documents. 

                Merger and acquisition applications can also be made via e-government website.

           All information requested in the notification forms for merger/acquisition applications related to the authorization of mergers, acquisitions and joint ventures must be given completely and correctly. Later changes to this information also need to be notified to the Authority. In case agreements or mergers/acquisitions subject to notification are not notified, or misleading or false information is provided in applications, the Board is entitled to impose administrative fines

No cost under the name of charge or under any other name is incurred for applications filed with the Competition Authority.

For NACE Rev.2 codes please see: http://tobb.org.tr/faaliyet/Sayfalar/nace-sorgulama.php/

The Guidelines issued by the Competition Board to explain the implementation of the Communiqué no 2010/4 are as follows:

• Guidelines on Cases Considered as a Merger or an Acquisition and the Concept of Control- Date of adoption: 05.04.2018 Decision number: 18-10/195-RM (2)
• Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions –Date of adoption: 04.06.2013 Decision number: 13-33/449-RM (8)
• Guidelines on the Assessment of Horizontal Mergers and Acquisitions –Date of adoption: 04.06.2013 Decision number: 13-33/448-RM (7)
• Guidelines on Remedies that are Acceptable by the Turkish Competition Authority in Merger/Acquisition Transactions –Date of adoption: 16.6.2011 Decision number 11-37/792-RM (5)
• Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions -Date of adoption: 05.04.2018 Decision number: 11-27/535-RM (3)

To ensure a rapid and uncomplicated process in Merger/Acquisition and Negative Clearance/Exemption applications made to the Competition Authority, it is required that the notification form and its attachments are submitted to the Authority in their original for as well as digitally, in accordance with Article 10.2 of the Communiqué Calling for the Authorization of the Competition Board, titled “Notification of mergers and acquisition,” and with Article 5.14 of the Guidelines on the Voluntary Notification of Agreements, Concerted Practices and Decisions of Associations of Undertakings, titled “Filing of the Notification”.

Since September 2012, the Competition Authority has been using the Electronic Document Management System, wherein all applications made to the Authority are transferred to electronic media. For that reason, it is required for the fast and easy execution of the process that application documents are electronically saved in a single searchable PDF file, in line with the names and ordering of the original document submitted. However, there are some notifications filed with the Authority where the documents are not submitted in an electronic format, or if they are, they do not follow the ordering in the original document and the names of the electronic documents do not match (for example, they do not follow the convention Notification Form, Attachment-1, Attachment-2, etc.). Please note that if your application does not have the electronic copies of the documents concerned, it will not be processed until this is remedied and the applicant will be warned in writing to complete the missing documents; therefore you are kindly requested to take the points explained above into consideration, especially in light of the application periods set out in the legislation.